8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 1, 2019

SUNWORKS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36868	01-0592299
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1030 Winding Creek Road, Suite 100 Roseville CA	95678
(Address of Principal Executive Offices)	(Zip Code)

(916) 409-6900

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.001	SUNW	NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective October 1, 2019, the board of directors (the “Board”) of Sunworks, Inc. (the “Company”) increased the size of the Board from five directors to six directors and appointed Ms. Judith Hall to fill the resulting vacancy.

Prior to joining the Company, Ms. Hall, age 62, served as chief legal officer and general counsel of Recurrent Energy, LLC, one of North America’s largest utility-scale solar developers. Prior to Recurrent Energy, LLC, Ms. Hall served as associate general counsel of Babock & Brown LP, a global investment and advisory firm. From 1997 to 2000, Ms. Hall served as an associate attorney with Pillsbury Winthrop Shaw Pittman LLP. Ms. Hall received her undergraduate degree in mechanical engineering from University of California Berkeley. She received her Juris Doctor from University of California Hastings and her Master of Laws from University of California Berkeley.

The Board has determined that Ms. Hall is an independent director within the meaning of NASDAQ Rule 5605.

In connection with Ms. Hall’s appointment to the Board, Ms. Hall will receive a salary of $3,000 per month. Ms. Hall received an option to purchase 7,143 shares of the Company’s common stock (the “Option”). The Option will be issued pursuant to the Company’s 2016 Equity Incentive Plan (the “Plan”), has an exercise price of fair market value, as determined in accordance with the Plan, and shall vest and become exercisable in 1/36 increments over a three-year period commencing on the effective date of the grant.

Ms. Hall does not have a family relationship with any of the executive officers or directors of the Company. There are no arrangements or understandings between Ms. Hall and any other persons pursuant to which she was selected as a director, and there are no transactions in which she has an interest requiring disclosure under Item 404(a) of Regulation S-K.

In addition, it is expected that Ms. Hall will execute the Company’s standard form of indemnification agreement.

On October 1, 2019, the Company issued a press release announcing the appointment of Ms. Hall as a director of the Board, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release issued on October 1, 2019

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SUNWORKS, INC.
Date: October 4, 2019	By:	/s/ Charles F. Cargile
		Charles F. Cargile
		Chief Executive Officer

EX-99.1

Sunworks Appoints Judith Hall to Board of Directors

Experienced Executive and Legal Advisor with a Track Record in Renewable Energy

ROSEVILLE, Calif. October 1, 2019 - Sunworks, Inc. (Nasdaq: SUNW), a premier provider of high performance solar power solutions for agriculture, commercial, industrial, public works and residential markets, today announced that Judith Hall, the former Chief Legal Officer of Recurrent Energy, one of North America’s largest solar developers that was acquired by Canadian Solar in 2015, has been appointed to its Board of Directors, effective October 1, 2019.

Chuck Cargile, Sunworks’ Chief Executive Officer commented, “Judith is a proven executive and legal advisor, with a 25-plus year career driving legal strategy and global law functions at high-growth companies, start-ups, and non-profits. As a core member of the executive team at Recurrent Energy from 2009-2014, Judith managed legal affairs and oversaw budgets and development efforts in finance, procurement, construction, and operations. Her ability to combine legal, business, and technical experience has allowed her to strategically drive notable results throughout her career. I am eager to leverage Judith’s experience and am confident she will add value to our organization as we continue the transformation of Sunworks.”

With this appointment, the Sunworks board is now comprised of a total of six members, five of whom are classified as independent.

As Chief Legal Officer of Recurrent Energy, Judith was directly accountable for this fast-growing company’s transactional matters, built an industry leading in-house legal team and secured more than $4B of project financing, developed and sold more than 700 MW of solar PV projects and executed more than 1 GW of long-term power purchase agreements. Prior to this, Judith served as Associate General Counsel of Babcock & Brown, a global infrastructure and advisory firm. Prior to her legal career, she provided engineering consulting services to electric power utilities, the US Department of Energy and the Electric Power Research Institute, specializing in probabilistic risk assessment.

Ms. Hall commented, “Throughout my career, I’ve helped companies develop strategies, processes and policies to drive operational efficiency, scale and successful commercial outcomes. Sunworks management has made meaningful strides to achieve consistent profitability. I am delighted to join Sunworks and help propel the company’s strategy and growth initiatives to the next level.”

Ms. Hall received a BS in Mechanical Engineering with honors from UC Berkeley, a JD cum laude from UC Hastings, and an LLM in Business Law from UC Berkeley Law.

About Sunworks, Inc.

Sunworks, Inc. (SUNW) is a premier provider of high-performance solar power systems. We are committed to quality business practices that exceed industry standards and uphold our ideals of ethics and safety.

Sunworks continues to grow its presence, expanding nationally with regional and local offices. We strive to consistently deliver high quality, performance-oriented solutions for customers in a wide range of industries including agricultural, commercial and industrial, federal, public works, and residential.

Our dedication to excellence is reflected in our 25-year warranty, a benchmark that we stand by to support our customers above and beyond their expectations.

Sunworks’ diverse, seasoned workforce includes distinguished veterans who bring a sense of pride, discipline, and professionalism to their interaction with customers.

Sunworks is a member of the Solar Energy Industries Association (SEIA) and is a proud advocate for the advancement of solar power.

Safe Harbor Statement

Matters discussed in this press release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, the words “anticipate,” “believe,” “estimate,” “may,” “intend,” “expect” and similar expressions identify such forward-looking statements. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of the Company and are subject to a number of risks and uncertainties. These risks include, but are not limited to, risks and uncertainties associated with: the impact of economic, competitive and other factors affecting the Company and its operations, markets, products, and prospects for sales, failure to commercialize our technology, failure of technology to perform as expected, failure to earn profit or revenue, higher costs than expected, persistent operating losses, ownership dilution, inability to repay debt, failure of acquired businesses to perform as expected, the impact on the national and local economies resulting from terrorist actions, and U.S. actions subsequently; and other factors detailed in reports filed by the Company.

Investor Relations Contact:

Rob Fink

FNK IR

646-809-4048

rob@fnkir.com